Contract
Exhibit 4.12
Execution Copy
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 12, 2014, among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Issuer”), each of the parties identified as a New Subsidiary Guarantor on the signature pages hereto (each, a “New Subsidiary Guarantor” and collectively, the “New Subsidiary Guarantors”) and REGIONS BANK, as successor Trustee under the Indenture (the “Trustee”).
W I T N E S S E T H:
WHEREAS, each of the Issuer, the Guarantors and the Trustee have heretofore executed and delivered an Indenture as amended, supplemented, waived or otherwise modified (the “Indenture”), dated as of November 22, 2011, providing for the issuance of the 8.000% Senior Notes due 2019 (the “Securities”);
WHEREAS, each of the undersigned New Subsidiary Guarantors has deemed it advisable and in its best interest to execute and deliver this Supplemental Indenture, and to become a New Subsidiary Guarantor under the Indenture; and
WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Trustee, the Issuer and the New Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the New Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.
SECTION 2. Guaranties. Each New Subsidiary Guarantor hereby agrees to guarantee the Issuer’s obligations under the Securities on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture as a Subsidiary Guarantor.
SECTION 3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, shall inure to the benefit of the Trustee and every Holder of Securities heretofore or hereafter authenticated and the Issuer, the Trustee and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
SECTION 6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or other electronic transmission shall be deemed to be their original signatures for all purposes.
SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction of this Supplemental Indenture.
[Signature page follows]
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of this 12th day of February, 2014.
| CHS/Community Health Systems, Inc., a Delaware corporation |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx | ||||
| Executive Vice President, Secretary & General Counsel | ||||
| Armory HMA, LLC, a Mississippi limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Bartow HMA, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Biloxi H.M.A., LLC, a Mississippi limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Xxxxxxx HMA, LLC, a Mississippi limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Brevard HMA Holdings, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Brevard HMA Hospitals, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Xxxxxxxx County HMA, LLC, a Tennessee limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Carlisle HMA, LLC, a Pennsylvania limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Carolinas JV Holdings, L.P., a Delaware limited partnership | ||||
| By: | Carolinas JV Holdings General, LLC, its general partner | |||
| By: |
/s/ Xxxxxx X. Xxxxxxx |
|||||||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary |
||||||||
| Carolinas JV Holdings General, LLC, a Delaware limited liability company | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary |
||||||
| Central Florida HMA Holdings, LLC, a Delaware limited liability company | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary |
||||||
| Central States HMA Holdings, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Xxxxxxx HMA, LLC, a South Carolina limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Citrus HMA, LLC, a Florida limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Clarksdale HMA, LLC, a Mississippi limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Xxxxx County HMA, LLC, a Tennessee limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Florida HMA Holdings, LLC, a Delaware limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Fort Xxxxx HMA, LLC, an Arkansas limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Hamlet H.M.A., LLC, a North Carolina limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Health Management Associates, Inc., a Delaware corporation | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Executive Vice President and Secretary |
|||
| Health Management General Partner, LLC, a Delaware limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Health Management Associates, LP, a Delaware limited partnership | ||||
| By: | Health Management General Partner, LLC, its general partner | |||
| By: |
/s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| HMA Xxxxxxxx County General Hospital, LLC, a Tennessee limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| HMA Hospitals Holdings, LP, a Delaware limited partnership |
||||
| By: | Health Management General Partner, LLC, its general partner | |||
| By: |
/s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| HMA Santa Xxxx Medical Center, LLC, a Florida limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Hospital Management Associates, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Xxxxxxx HMA, LLC, a Mississippi limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Jefferson County HMA, LLC, a Tennessee limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Kennett HMA, LLC, a Missouri limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Key West HMA, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Knoxville HMA Holdings, LLC, a Tennessee limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Lehigh HMA, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Lone Star HMA, L.P., a Delaware limited partnership |
||||
| By: | Mesquite HMA General, LLC, its general partner | |||
| By: |
/s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary |
||||
| Madison HMA, LLC, a Mississippi limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary |
||||
| Melbourne HMA, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary |
||||
| Mesquite HMA General, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Metro Knoxville HMA, LLC, a Tennessee limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Mississippi HMA Holdings I, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Mississippi HMA Holdings II, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Monroe HMA, LLC, a Georgia limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Naples HMA, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Poplar Bluff Regional Medical Center, LLC, a Missouri limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Port Charlotte HMA, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Punta Gorda HMA, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| River Oaks Hospital, LLC, a Mississippi limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Rockledge HMA, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| ROH, LLC, a Mississippi limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Sebastian Hospital, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Sebring Hospital Management Associates, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Southeast HMA Holdings, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Southwest Florida HMA Holdings, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Statesville HMA, LLC, a North Carolina limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| VAN BUREN H.M.A., LLC, an Arkansas limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Venice HMA, LLC, a Florida limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Winder HMA, LLC, a Georgia limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Yakima HMA, LLC, a Washington limited liability company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||
| Xxxxxx X. Xxxxxxx Executive Vice President and Secretary | ||||
| Regions Bank, as Trustee | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx Vice President | ||
